0001193125-07-093213 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT Between MASON STREET ADVISORS, LLC and
Investment Subadvisory Agreement • April 27th, 2007 • Northwestern Mutual Series Fund Inc • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT, is dated as of May 1, 2003, by and between Mason Street Advisors, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Delaware, and T. Rowe Price Associates, Inc. (the “Subadviser”), a corporation organized and existing under the laws of the State of Maryland.

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NORTHWESTERN MUTUAL SERIES FUND, INC. April 27, 2007
Investment Advisory Fee Waiver Agreement • April 27th, 2007 • Northwestern Mutual Series Fund Inc
AMENDED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 27th, 2007 • Northwestern Mutual Series Fund Inc

THIS AMENDED AGREEMENT, entered into this 30th day of April, 2007 between Northwestern Mutual Series Fund, Inc., a Maryland corporation (“NMSF”), and Mason Street Advisors, LLC, a Wisconsin limited liability company (“MSA”) (MSA being hereinafter referred to as the “Manager”).

INVESTMENT SUBADVISORY AGREEMENT AMENDMENT between MASON STREET ADVISERS, LLC and
Investment Subadvisory Agreement • April 27th, 2007 • Northwestern Mutual Series Fund Inc

This AMENDMENT is made as of April 1, 2007 to the Investment Subadvisory Agreement dated as of May 1, 2003 (the “Agreement”) by and between Mason Street Advisors, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware and T. Rowe Price Associates, Inc. (the “Subadviser”), a corporation organized and existing under the laws of the State of Maryland. In consideration of the mutual covenants contained herein, the parties agree as follows:

NORTHWESTERN MUTUAL SERIES FUND, INC.
Agreement to Pay or Reimburse Certain Expenses • April 27th, 2007 • Northwestern Mutual Series Fund Inc

This letter constitutes an agreement between Mason Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“NMSF”) as follows:

DRAFT LICENSE AGREEMENT
License Agreement • April 27th, 2007 • Northwestern Mutual Series Fund Inc • New York

LICENSE AGREEMENT, dated as of April 27, 2007 (the “Commencement Date”) by and between STANDARD & POOR’S, a division of The McGraw-Hill Companies, Inc. (“S&P”), a New York corporation, having an office at 55 Water Street, New York, NY 10041-0003, and The Northwestern Mutual Life Insurance Company (“Licensee”), a Wisconsin corporation having an office at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

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